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This excerpt taken from the RICK 8-K filed Sep 29, 2009. NOW, THEREFORE, in
consideration of the premises, the closing of the Transaction and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Wells and RCI Entertainment agree as follows:
1.
These excerpts taken from the RICK 8-K filed Sep 8, 2008. NOW, THEREFORE, for and in
consideration of the mutual covenants and agreements contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
(b) The
Holder will not sell more than 25,000 Rick’s Shares per 30-day period,
regardless of whether the Holder “Puts” the Rick’s Put Shares to Rick’s or sells
them in the open market or otherwise. In the event that the Holder
elects to sell any of the Rick’s Put Shares pursuant to this Section 2(b), then
any amount sold at prices less than the Value of the Rick’s Shares shall be
deemed to be sold at $20.00 for purposes of Section 2(a).
Lock-Up/Leak-Out
Agreement - Page 2
NOW, THEREFORE, in
consideration of the premises, the mutual covenants and agreements and the
respective representations and warranties herein contained, and on the terms and
subject to the conditions herein set forth, the parties hereto, intending to be
legally bound, hereby agree as follows:
The
Purchase Agreement is hereby amended and restated in its entirety to read as
follows, and the Exhibits to the Purchase Agreement shall be revised as
necessary to conform to the amended and restated Purchase
Agreement: ASSET PURCHASE
AGREEMENT
This
Asset Purchase Agreement (the “Agreement”) is made and entered into this 17th day
of April, 2008, by and among Rick’s Cabaret International, Inc., a Texas
corporation (“Rick’s), its wholly owned subsidiary, RCI Entertainment (Las
Vegas), Inc., a Nevada corporation (the “Purchaser”), DI Food and Beverage of
Las Vegas, LLC, a Nevada limited liability company (“DI Food” or “Seller”) and
Harold Danzig (“Danzig”), Frank Lovaas (“Lovaas”) and Dennis DeGori (“DeGori”),
who are all members of DI Food. Messrs. Danzig, Lovaas and DeGori are
hereinafter collectively referred to herein as “Members”.
NOW, THEREFORE, in
consideration of the premises, the closing of the Transaction and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 1. Definitions. "Trade
Secrets and other proprietary and confidential information" mean and consist of,
for example, and not intending to be inclusive, (i) methods of doing business;
(ii) financial information, consisting of financial cost, and sales data and
other information of SCORES; (iii) personnel information of SCORES; (iv) lists,
whether written or in electronic form, of customers and accounts, contracts,
sales information, pricing lists, vendor and supplier lists of SCORES; and (v)
other information of a confidential nature of SCORES which must remain
confidential for the continuing success of SCORES and of the
Buyer. Confidential information shall not include information
available to the public through no fault of Lovaas or information required to be
disclosed by court order.
2. Non-Disclosure and
Confidentiality Covenants. Lovaas acknowledges that the
SCORE=s
Trade Secrets and other proprietary and confidential information of SCORES, as
they may exist from time to time, are valuable, special and unique assets of the
SCORES's business. Additionally, Lovaas acknowledges that the
business goodwill and business contacts of SCORES are being sold,
transferred and conveyed to the Buyer and will become the sole property of the
Buyer and are among the most valuable business assets being sold, transferred
and conveyed to Buyer. Therefore, in consideration of the mutual
promises herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, and to protect the
foregoing valuable property of SCORES, Lovaas expressly covenants and agrees as
follows:
Lovaas
will not:
(1) Disclose,
directly or indirectly, the SCORE's Trade Secrets and other proprietary and
confidential information, or any part thereof, to any person, firm, corporation,
association or other entity for any reason or purpose whatsoever;
or
(2) Directly
or indirectly use any of the SCORE's Trade Secrets and other proprietary and
confidential information, or any part thereof, for his own purpose or for his
own benefit in any activity of any nature whatsoever.
3. NOW, THEREFORE, in
consideration of the premises, the closing of the Transaction, the Cash
Consideration and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Definitions. "Proprietary
and confidential information" means information that is kept as confidential
including, but not limited to (i) financial information, consisting of financial
cost, and sales data and other information of SCORES; (ii) personnel information
of SCORES; (iii) and lists, whether written or in electronic form, of customers
and accounts, contracts, sales information, pricing lists, vendor and supplier
lists of SCORES. Proprietary and confidential information shall not
include information available to the public through no fault of DeGori or
information required to be disclosed by court order. Proprietary and
confidential information under this Agreement is also not intended to, nor shall
it include (a) information DeGori knew or possessed prior to his affiliation
with SCORES; (b) information DeGori obtained through other business operations;
(c) information not specific to SCORES, but used by DeGori in other business
operations, including, but not limited to Scores (Chicago), the Penthouse Club
and/or Scores (Los Angeles); or (d) other general industry knowledge possessed
by DeGori by virtue of his experience in the nightclub/adult entertainment
business.
By way of
illustration only, proprietary and confidential information is meant to cover
written or electronic lists of customers and accounts, contracts, sales
information, pricing lists, vendor and supplier lists that are in the possession
of or maintained by SCORES. The Parties acknowledge that DeGori is
not allowed to remove, replicate or maintain such any such lists after the
Transition (except for purposes relating to his Consulting
Agreement). The Parties further acknowledge, however, that DeGori may
possesses such information through his other businesses and/or through his
general knowledge of the industry and that such knowledge and/or information is
not considered proprietary and confidential information for SCORES under this
Agreement. The Parties further acknowledge that DeGori may possess
information relating to SCORES that is combined with information relating to
other business operations of which he is a member (e.g. comparative financial
information). DeGori is not required by virtue of this Agreement to
turn over or destroy such information, provided it is not used in violation of
this Agreement.
2. Non-Disclosure and
Confidentiality Covenants. DeGori acknowledges that
the proprietary and confidential information of SCORES, as it exists
from time to time, is valuable to SCORES' business. Additionally,
DeGori acknowledges that the business goodwill and business contacts
of SCORES are being sold, transferred and conveyed to the Buyer and
will become the sole property of the Buyer and are among the most valuable
business assets being sold, transferred and conveyed to Buyer. Buyer
acknowledges that an inseparable, but indeterminate amount of business goodwill
and business contacts are possessed by DeGori individually and not by SCORES and
that DeGori is not, and cannot, transfer such goodwill and contacts entirely
without losing his ability to work in the nightclub/adult entertainment
industry. Therefore, in consideration of the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and to protect the foregoing
valuable property of SCORES, DeGori expressly covenants and agrees as
follows:
DeGori
will not:
(1) Disclose,
directly or indirectly, proprietary and confidential information, or
any part thereof, to any person, firm, corporation, association or other entity
for any reason or purpose whatsoever; or
(2) Directly
or indirectly use any of the SCORE's proprietary and confidential
information.
Non-Competition
Agreement - Page 2
3. This excerpt taken from the RICK 8-K filed Jun 23, 2008. NOW, THEREFORE, in
consideration of the premises, the closing of the Transaction and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows: 1. This excerpt taken from the RICK 8-K filed May 14, 2008. NOW, THEREFORE, for and in
consideration of the premises and mutual covenants and conditions contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE
I
PURCHASE
AND SALE
This excerpt taken from the RICK 8-K filed Apr 21, 2008. NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
Lock-Up/Leak-Out
Agreement – Page 2
Lock-Up/Leak-Out
Agreement – Page 3
These excerpts taken from the RICK 8-K filed Apr 15, 2008. NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
Lock-Up/Leak-Out
Agreement - Page 2
[SIGNATURES
APPEAR ON THE FOLLOWING PAGE.] Lock-Up/Leak-Out
Agreement - Page 3
NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
Lock-Up/Leak-Out
Agreement - Page
2
Lock-Up/Leak-Out Agreement -
Page 3
NOW, THEREFORE, in
consideration of the premises, the closing of the Transaction and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. This excerpt taken from the RICK 8-K filed Apr 3, 2008. NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as
follows:
Lock-Up/Leak-Out
Agreement – Page 2
(SIGNATURES
ON FOLLOWING PAGE)
Lock-Up/Leak-Out
Agreement – Page 3
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